Teknion / Office Works / USSF

This Scope of Work Agreement (“Agreement”) is effective the April 15, 2025 (the “Effective Date”) and shall remain effective consistent with term hereto, by and between Shelby Klein Design (“Agency”), a Florida LLC, and Teknion (“Client”).

WHEREAS, Client desires to retain the services of the Agency;

WHEREAS, Agency possesses skills, knowledge and expertise which would assist Client in meeting certain business needs and Agency desires to provide those services to Client.

NOW THEREFORE, in consideration for the promises, rights and obligations set forth below, the parties hereby agree as follows:

1. Scope of Agreement

   This Agreement, and any referenced attachments hereto, constitutes the entire Agreement between Agency and Client for Client’s Video needs. No modification of this Agreement shall be effective unless stated in writing and signed by both Agency and Client.

2.  Term

   This Agreement shall commence on April 15, 2025 and expire at the request of either the Agency or the Client.

3.  Services and Compensation

   Agency agrees to provide strategy, creative, marketing, and technology services as requested by Client beginning on the Effective Date, and during the Term. Based upon the nature and requirements stated in a Scope of Work between Agency and Client, Client will compensate agency for the Services as defined in the payment terms.

4. External Costs and Services

   External costs include any good or service that is purchased or performed by Agency for Client outside the Scope of Work contained in this agreement. All reasonable and documented external costs incurred by Agency (including, but not limited to, travel and travel-related costs, shipping, media backups and storage, printing, advertising, licensing, etc.) to service the needs of Client will be billed to Client on a monthly basis. All reasonable and documented external services (including, but not limited to, media and technology services rendered beyond 10agency hours per month, other agency services, etc.) to service the needs of Client will be billed to Client on a monthly basis. Client must approve said external costs and/or additional service estimates in writing prior to being invoiced. If external costs are travel related, Client agrees to maximum travel per diem of:

   POV mileage @ $.56 per mile

   Meals @ $9/breakfast; $18 lunch; $36/ dinner / associate when filming or traveling

5. Payment Terms and Schedule

   Payment for Agency Services for hired services, plus services per agreed-to estimates and external costs for all services rendered will be made in arrears on a monthly basis (unless mutually agreed to otherwise) as defined in the Scope of Work. All inquiries related to billing will be sent to:

   Shelby Klein, Shelby Klein Design
   [email protected]

   Agency warrants that, in performing the services:

   1. It will comply with the descriptions and representations as to the Services (including performance capabilities, accuracy, completeness, characteristics, specifications, configurations, standards, functions and requirements) which appear herein;
   2. Agency will make available to Client for inspection, upon reasonable request (and in advance of disclosure to any third party), all materials, data, work papers, artwork or the like used by Agency in performing the Services for Client;
   3. The Services will not violate or in any way infringe upon the rights of any third parties, including property, contractual, intellectual property, employment, trade secrets, proprietary information and nondisclosure rights, or any trademark, or copyright. Agency shall be responsible for securing all appropriate or necessary permissions, licenses, or authorizations from third parties to establish or protect Client’s proprietary rights in all aspects of performance of the Services, including all use of media, displays, presentations, or the like, notwithstanding any oral information or assurances supplied by Client that no third-party rights are infringed by a proposed undertaking of Agency, or by any work product commissioned by Agency on Client’s behalf. The foregoing obligations of Agency shall not apply in relation to (a) material provided to Agency by Client in written or other tangible form, or (b) uses specifically excluded from this provision in writing.
   4. Client warrants that materials provided to Agency shall not violate, infringe or misappropriate any patent, published patent application, copyright, trademark, service mark, trade secret or other intellectual property or industrial property rights of any third party (collectively, “Intellectual Property Rights”).

      The foregoing warranties are in lieu of all other warranties and conditions express or implied, including but not limited to those covering merchantability and fitness for a particular purpose.

6.  Termination
   1. Default
      
      Each party has the right to terminate this Agreement if the other party is in default of any obligation hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written notice of such default (or such additional cure period as the non-defaulting party may authorize).
   2. Acts of Insolvency
      
      Either party may terminate this Agreement by written notice to the other and may regard the other party as in default of this Agreement if the other party becomes insolvent, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has been liquidated, voluntarily or otherwise. In the event that any of the above events occurs, the affected party shall immediately notify the other party of its occurrence.
   3. Force Majeure
      
      Suspension and Termination. In the event that either party is unable to perform any of its obligations under this Agreement because of a judicial or governmental decree, regulation or other legal requirement , communication line failure, power failure and any natural disaster or Act of God beyond the reasonable control of the affected party (“Force Majeure Event”), the party who has been so affected shall promptly give notice to the other party and upon receipt of such notice, this Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party who has not been so affected may, by giving written notice to the party affected by the Event, immediately terminates this Agreement.

      Upon termination of this Agreement, Agency shall advise Client of the extent to which performance has been completed through the date of the notice and upon the final termination date, collect and deliver to Client whatever Work Product that then exists in the manner requested by Client. Upon termination of the Agreement, all fees for relevant account assignments will be paid up to the point where the agreement ceases – not to exceed the effective termination date of the agreement. Agency will cooperate with the transitioning of any activities performed by Agency to a new party designated by Client.

7. Rights and Obligations of the Parties on Termination

   Upon the termination of this Agreement by either party, Agency shall within 30 days return to Client all payments received by Agency up to and including the date of termination of this Agreement, reduced by the amount of the Agency services rendered for all months or fractions thereof actually elapsed under the Agreement, and all provable costs and expenses plus related commissions incurred by Agency up to the effective date of termination.

   Each party shall also promptly return to the other all data, materials and other properties of the other held by it; provided, however, that if the Client terminates because the Agency is in default, the Client shall have the right to retain and use all data, materials and other properties prepared by Agency until such time as the Client has found a comparable replacement to perform the Services.

8. Confidential and Proprietary Information: Publicity
   1. Proprietary Information

      Each party acknowledges and agrees that any and all information concerning the other’s business that is disclosed by one party (the “Disclosing Party”) to the other party (“Receiving Party”) may reasonably be considered “Confidential and Proprietary Information,” and the Receiving Party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information of the Disclosing Party to any person (other than its own employee, agent or representative who must have such information for the performance of its obligations hereunder), and for whose unauthorized disclosure of such information the Receiving Party will be liable, unless such duplication, use or disclosure is specifically authorized by the Disclosing Party in writing.

      Confidential and Proprietary Information belonging to Client includes but is not limited to all trade secrets, data, know-how and products of Client and all information regarding products not currently marketed by the Client, business plans, technical and nontechnical materials, market research developed for Client by any party, product specifications, Client lists, and personnel information regarding employees of Client.

      Client shall not be prohibited from using or disclosing any such information for any purpose.

      Confidential and Proprietary Information is not meant to include any information which:

      at the time of disclosure is generally known by or available to the public and any competitors of the Client, (ii) the Receiving Party can prove was previously known to it, (iii) is lawfully obtained from a third party, (iv) is developed by the Receiving Party completely independent of any disclosure from the Disclosing Party; or (v) the Receiving Party is required by applicable law or judicial or administrative order or requirement to disclose (but in such case, disclosure shall only be made to the person or entity specified by such law, order or requirement, and provisions for the confidential treatment of such information shall be made by the Receiving Party, and Receiving Party shall (if it is lawful to do so) promptly advise Disclosing Party of the necessity of disclosing the information in question).

   2. Publicity, Trademarks

      Neither party shall use the name(s), trademark(s), or trade name(s) (whether registered or not) of the other party in publicity releases or advertising without securing the prior written approval of the other.

9. Indemnification

   Each party will indemnify and hold the other (including, without limitation, its officers, directors, employees, and agents) harmless from and against any and all claims or actions (whether or not groundless), liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the breach of any representation, warranty, or obligation of the Indemnifying Party under this Agreement.

   Each party (the “Notifying Party”) shall promptly notify the other party (the “Indemnifying Party”) of the existence of any claim, demand, or other action giving rise to a claim by a third party (“Third-Party Claim”) or by the Notifying Party for indemnification under this Paragraph and shall give the Indemnifying Party a reasonable opportunity to defend the same at its own expense and with its own counsel, provided that the Notifying Party shall at all times have the right to participate in any defense at its own expense. If within a reasonable time after receipt of notice of a Third-Party Claim the Indemnifying Party shall fail to undertake to so defend, the Notifying Party shall have the right, but not the obligation, to defend and to compromise or settle (exercising reasonable business judgment) the Third-Party Claim for the account and at the risk and expense of the Indemnifying Party. Each party shall make available to the other, at the other’s expense, such information and assistance as the other shall reasonably request in connection with the defense of a Third-Party Claim. In no event may the Indemnifying Party unilaterally settle a Third-Party Claim unless the settlement includes a full release of the Notifying Party without any admission of fault or legal obligation on the part of the Notifying Party without payment of any consideration on the part of the Notifying Party.

   Agency expressly warrants and represents that it shall indemnify Client, to the extent set forth below in section (iii) of this Paragraph 12 from and against any and all claims of patent infringement arising from use of the Deliverable, unless such claim of patent infringement is based on: (a) aspects of the Deliverable that are specified by Client in this Agreement or a corresponding Work Order as requirements of the Deliverable; or (b) the use of the Deliverable in combination with methods, software, devices or other materials that are not part of the Deliverable, are not otherwise provided to Client by Agency, and are not a staple article of commerce.

   1. As a condition to Agency’s obligation under this section, Client shall notify Agency in writing within 30 days of receiving a notice of any allegation of patent infringement based on the Deliverable. Client shall provide all materials and other relevant information in Client’s possession related to such an allegation promptly.
   2. Client shall retain responsibility and authority for the control of the defense of any and all such
      Agency will indemnify client for all claims of patent infringement covered under this Paragraph 12 for 50 percent of any costs to the Client up to $100,000 (US). Under no circumstances will Agency be obligated to indemnify Client under this paragraph 12 for any costs to Client over $100,000 (US).
   3. Agency and Client agree to share any non-privileged information relating to claims for patent infringement pursuant subject to this Paragraph 12, and to cooperate to mitigate any damages or other costs to Client pursuant to such a claim, such as to pursue reasonable alternatives to the Deliverable to avoid the claim.
10. Warranties/Limits of Liability

    Except as may be expressly set forth in this agreement, agency disclaims all other warranties, express or implied, including, without limitation, any warranties as to suitability or merchantability or fitness for any particular purpose of any services furnished hereunder. Either party’s maximum and sole liability to the other hereunder shall in no event exceed the direct damages suffered by the injured party.

    In no event shall either party be liable for any punitive damages or lost profits of any nature, directly or indirectly relating to or arising out of either party’s breach of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and whether or not such damages were foreseen or unforeseen, and even if either party was advised of the possibility thereof. Either party’s maximum and sole liability to the other hereunder shall in no event exceed the direct damages suffered by the injured party. In addition, agency’s total liability under this agreement shall under no circumstances exceed the fees actually paid by client to agent under this agreement.

11. Work Product

    All ideas, designs, images/video, concepts, marks, logos, slogans, copy, content, intellectual properties, materials, plans, or other work product produced, created or developed by Agency in connection with the Services, regardless of whether reduced to writing or other physical form (together, “Work Product”) will be owned by Client and are hereby assigned by Agency to Client, and will further be treated as work-for-hire and “Confidential and Proprietary Information” of Client; and as provided in Paragraph 11, Agency shall not duplicate, use, or disclose any Work Product without first obtaining the authorization of Client.

12. Payment Terms and Schedule

    Client acknowledges that any and all ideas, concepts, strategies, and materials that Agency presents or provides (the “Presentation Concepts and Materials”) are being presented or provided for the sole purpose of allowing Client to determine whether it wishes to explore the Presentation Concepts and Materials and approve of any project development. Client acknowledges and agrees that the Presentation Concepts and Materials are and will remain Agency property (regardless of whether the physical embodiment of the creative work is in its possession in the form of copy, artwork, etc.), and Agency shall retain all right, title, and interest therein, until Client selects and approves such Presentation Concepts and Materials, and then all such rights, title and interest in such Presentation Concepts and Materials shall transfer to Client. Client and Agency agree, however, that this shall not apply to any Presentation Concepts and Materials that (i) Client independently develops (or have already independently developed) without any use of any of the Presentation Concepts and Materials presented by Agency, or (ii) are provided to Client by a third party (including any other agency) that is not affiliated with Agency or under a confidentiality obligation to Agency.

13. Assignment
    1. Subcontracting

       Any subcontract made by the Agency, as previously stated, shall incorporate, by reference, all the terms of this Agreement.

14. Governing Law

    This Agreement shall be construed and interpreted according to the internal laws of the State of Florida.

15. Miscellaneous
    1. Status as Independent Contractor

       Agency and Client are contractors, independent of one another and neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto.

    2. Remedies

       All remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

    3. Notices

       Any notice or other communication hereunder shall be in writing:

       Teknion & Shelby Klein Design

16. Waiver
    
    No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.
17. Modifications

    This Agreement represents the full understanding of the parties hereto and supersedes any prior or contemporaneous oral or written agreements between the parties concerning the matter contemplated herein. This Agreement may not be changed or modified except by written agreement signed by a duly authorized representative of each party.

IN WITNESS WHEREOF, the parties caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary and appropriate corporate action to execute this Agreement.